BPCE - 2019 Universal Registration Document

MANAGEMENT AND SUPERVISORY BODIES REPORT ON CORPORATE GOVERNANCE

The other members of the Remuneration Committee were chosen for their expertise and professional experience: Catherine Amin-Garde, Chairman of the Steering and • Supervisory Board of Caisse d’Epargne Loire Drôme Ardèche; Gérard Bellemon, Chairman of the Board of Directors of • Banque Populaire Val de France; Bernard Dupouy, Chairman of the Board of Directors of • Banque Populaire Aquitaine Centre Atlantique; Yves Gevin, Chief Executive Officer of Banque Populaire Rives • de Paris; Vincent Gontier, employee representative; • Dominique Goursolle-Nouhaud, Chairman of the Steering and • Supervisory Board of Caisse d’Epargne Aquitaine Poitou-Charentes; Didier Patault, Chairman of the Management Board of Caisse • d’Epargne Île-de-France. The Chairman and Vice-Chairman of the Supervisory Board are permanent guests of the Remuneration Committee. When invited by the Chairman of the Remuneration Committee, the Head of the Group Human Resources function attends meetings of the Remuneration Committee as a non-voting participant. GUIDELINES The Management Board consists of between two and five individuals, who may or may not be selected from among the shareholders. The age limit for serving on the Management Board is 65. When members reach the age limit, they are deemed to have resigned as of the date of the next meeting of the Supervisory Board, which decides on a replacement. The Supervisory Board appoints the Chairman of the Management Board, who then provides it with recommendations on the other members to be appointed to the Management Board. Members of the Management Board are appointed for four-year terms, with their terms of office ending at the conclusion of the Ordinary General Shareholders’ Meeting that approved the financial statements for the previous year and held during the year in which their term of office expires. DIVERSITY POLICY At its meeting of December 19, 2019, the Supervisory Board adopted a diversity policy applicable to members of the Management Board. Accordingly, and in compliance with the Internal Rules, the Appointments Committee: is in charge of submitting motions to the Supervisory Board on • potential candidates for the office of Management Board Chairman; regularly reviews and assesses the integrity and expertise of • candidates for the office of Management Board member (appointed by the Board based on motions from the Chairman of the Management Board). The Appointments Committee regularly reviews and assesses candidates for the office of Management Board member in Management Board 3.3.3

The biographies of Remuneration Committee members are available in section 3.3.5.

COOPERATIVE AND CSR COMMITTEE Since June 19, 2018, the Cooperative and CSR Committee has been chaired by Jean Arondel, Non-Voting Director as of right, Chairman of the Fédération Nationale des Caisses d’Epargne. The other members of the Cooperative and CSR Committee were chosen for their expertise and professional experience: Thierry Cahn, Chairman of the Board of Directors of Banque • Populaire Alsace Lorraine Champagne, Vice-Chairman of the Supervisory Board of BPCE; André Joffre, Non-Voting Director as of right, Chairman of • Fédération Nationale des Banques Populaires; Yves Gevin, Chief Executive Officer of Banque Populaire Rives • de Paris; Didier Patault, Chairman of the Management Board of Caisse • d’Epargne Île-de-France; Pierre Valentin, Chairman of the Steering and Supervisory • Board of Caisse d’Epargne Languedoc-Roussillon, Chairman of the Supervisory Board of BPCE. The biographies of Cooperative and CSR Committee members are available in section 3.3.5. terms of their integrity, expertise, independent judgement and availability while pursuing a goal of diversity within the Management Board. To that end, the Appointments Committee examines the following criteria: education; professional experience; age; and strategic, managerial, business and financial expertise, while making every effort to achieve balanced gender representation when assessing a candidate for the office of Management • Board member, the Appointments Committee strives to maintain or achieve a balance and have a skill set appropriate for the Group’s activities and strategic plan; and ensures that at all times the members of the Management • Board collectively have the necessary skills to understand the risks, challenges and potential developments involved in running a cooperative banking group. SUCCESSION PROCEDURE FOR THE CHAIRMAN OF THE MANAGEMENT BOARD In accordance with Article 3.2 of the Internal Rules, the Appointments Committee drafted a succession procedure for the Chairman of the Management Board, which was adopted by the Supervisory Board at its meeting of December 20, 2018. The purpose of this procedure is to define the terms under which the Chairman of the Management Board is to be replaced in the event of a temporary or permanent absence. Specifically, it stipulates that: a legal representative may be appointed for the replacement • period in the event of a temporary absence; candidate(s) should be sought from within the Group and, if • necessary, outside the group in the event of a permanent absence. on the Management Board. With respect to these criteria,

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE